FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2011
Commission File Number 1-31318
Commission File Number 1-31318
Gold Fields Limited
(Translation of registrant's name into English)
150 Helen Rd.
Sandown, Sandton 2196
South Africa
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
cover Form 20-F or Form 40-F.
Form 20-F..x... Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ________
permitted by Regulation S-T Rule 101(b)(1): ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ________
permitted by Regulation S-T Rule 101(b)(7): ________
Indicate by check mark whether by furnishing the information contained in this Form,
the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..x...
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
connection with Rule 12g3-2(b): 82- ________
Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
Share Code: GFI
ISIN Code: ZAE000018123
DEALING IN SECURITIES
In compliance with paragraphs 3.63 - 3.74 of the Listings
Requirements of JSE Limited, shareholders are advised that Gold
Fields Limited has granted on 1 March 2011 (“the Grant Date”),
Share Appreciation Rights (“SARS”) and Performance Vesting
Restricted Shares (“PVRS”) to the directors of major subsidiaries
and the Company Secretary of Gold Fields Limited as set out
below. These offers were accepted on 15 and 16 March 2011.
SARS are allocated at the volume weighted average price of Gold
Fields shares over the 20 trading days preceding the Grant Date.
SARS vest after three years and participants have a further three
years in which to exercise the SARS. The value of the SARS which
a participant may exercise will be the difference between the
Fair Market Value at date of exercise and the Fair Market Value
on the allocation date. The Company at its sole discretion can
decide to settle the SARS by issuing shares of the equivalent
value or in cash.
PVRS are conditionally awarded with the final number settled
after three years dependent on the performance criteria set being
met. The number of shares to be settled will range from 0% to
300% of the conditional award. The determined number of PVRS
will be settled to the participant in shares or in cash at the
Company’s discretion.
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
Share Code: GFI
ISIN Code: ZAE000018123
DEALING IN SECURITIES
In compliance with paragraphs 3.63 - 3.74 of the Listings
Requirements of JSE Limited, shareholders are advised that Gold
Fields Limited has granted on 1 March 2011 (“the Grant Date”),
Share Appreciation Rights (“SARS”) and Performance Vesting
Restricted Shares (“PVRS”) to the directors of major subsidiaries
and the Company Secretary of Gold Fields Limited as set out
below. These offers were accepted on 15 and 16 March 2011.
SARS are allocated at the volume weighted average price of Gold
Fields shares over the 20 trading days preceding the Grant Date.
SARS vest after three years and participants have a further three
years in which to exercise the SARS. The value of the SARS which
a participant may exercise will be the difference between the
Fair Market Value at date of exercise and the Fair Market Value
on the allocation date. The Company at its sole discretion can
decide to settle the SARS by issuing shares of the equivalent
value or in cash.
PVRS are conditionally awarded with the final number settled
after three years dependent on the performance criteria set being
met. The number of shares to be settled will range from 0% to
300% of the conditional award. The determined number of PVRS
will be settled to the participant in shares or in cash at the
Company’s discretion.
Name
MD Fleischer
Position
Director of major subsidiaries
Company
Gold Fields Limited
No of SARS granted
9,113
SARS strike price
R119.15
No of PVRS granted
10,425
PVRS strike price
Nil
Class of underlying security to
which rights attach
which rights attach
Ordinary shares
Nature of transaction
Grant of SARS and PVRS
Vesting Period
The PVRS and SARS vest on the
third anniversary of the Grant
Date
third anniversary of the Grant
Date
Nature of interest
Direct Beneficial
Name
TD McKeith
Position
Director of major subsidiaries
Company
Gold Fields Limited
No of SARS granted
9,113
SARS strike price
R119.15
No of PVRS granted
10,425
PVRS strike price
Nil
Class of underlying security to
which rights attach
which rights attach
Ordinary shares
Nature of transaction
Grant of SARS and PVRS
Vesting Period
The PVRS and SARS vest on the
third anniversary of the Grant
Date
third anniversary of the Grant
Date
Nature of interest
Direct Beneficial
Name
SM Govender
Position
Director of major subsidiaries
Company
Gold Fields Limited
No of SARS granted
7,950
SARS strike price
R119.15
No of PVRS granted
8,150
PVRS strike price
Nil
Class of underlying security to
which rights attach
which rights attach
Ordinary shares
Nature of transaction
Grant of SARS and PVRS
Vesting Period
The PVRS and SARS vest on the
third anniversary of the Grant
Date
third anniversary of the Grant
Date
Nature of interest
Direct Beneficial
Name
J Pauley
Position
Director of major subsidiaries
Company
Gold Fields Limited
No of SARS granted
3,825
SARS strike price
R119.15
No of PVRS granted
2,175
PVRS strike price
Nil
Class of underlying security to
which rights attach
which rights attach
Ordinary shares
Nature of transaction
Grant of SARS and PVRS
Vesting Period
The PVRS and SARS vest on the
third anniversary of the Grant
Date
third anniversary of the Grant
Date
Nature of interest
Direct Beneficial
Name
C Farrel
Position
Company Secretary
Company
Gold Fields Limited
No of SARS granted
2,700
SARS strike price
R119.15
No of PVRS granted
1,575
PVRS strike price
Nil
Class of underlying security to
which rights attach
which rights attach
Ordinary shares
Nature of transaction
Grant of SARS and PVRS
Vesting Period
The PVRS and SARS vest on the
third anniversary of the Grant
Date
third anniversary of the Grant
Date
Nature of interest
Direct Beneficial
In accordance with section 3.66 of the Listings Requirements the
necessary clearance was obtained to grant the abovementioned SARS
and PVRS.
17 March 2011
Sponsor:
JP Morgan Equities Limited
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: 18 March 2011
GOLD FIELDS LIMITED
By:
Name: Mr W J Jacobsz
Title: Senior Vice President: Investor
Name: Mr W J Jacobsz
Title: Senior Vice President: Investor
Relations and Corporate Affairs